Derivative Actions

(a) PREREQUISITES. This rule applies when one or more share- holders or members of a corporation or an unincorporated associa- tion bring a derivative action to enforce a right that the corpora- tion or association may properly assert but has failed to enforce. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of shareholders or members who are similarly situated in enforc- ing the right of the corporation or association. (b) PLEADING REQUIREMENTS. The complaint must be verified and must: (1) allege that the plaintiff was a shareholder or member at the time of the transaction complained of, or that the plain- tiff’s share or membership later devolved on it by operation of law; (2) allege that the action is not a collusive one to confer ju- risdiction that the court would otherwise lack; and Rule 23.2 FEDERAL RULES OF CIVIL PROCEDURE 36 (3) state with particularity: (A) any effort by the plaintiff to obtain the desired ac- tion from the directors or comparable authority and, if necessary, from the shareholders or members; and (B) the reasons for not obtaining the action or not mak- ing the effort. (c) SETTLEMENT, DISMISSAL, AND COMPROMISE. A derivative ac- tion may be settled, voluntarily dismissed, or compromised only with the court’s approval. Notice of a proposed settlement, vol- untary dismissal, or compromise must be given to shareholders or members in the manner that the court orders. (As added Feb. 28, 1966, eff. July 1, 1966; amended Mar. 2, 1987, eff. Aug. 1, 1987; Apr. 30, 2007, eff. Dec. 1, 2007.)